Acquisition of property and development rights RBA Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1999/009701/06) JSE Share Code: RBA ISIN: ZAE000104154 (“RBA” or “the company”) Acquisition of property and development rights 1. INTRODUCTION In February 2011, Groundbase Professional Land Development Services (Pty) Ltd (“Groundbase”), a subsidiary of RBA, entered into an agreement with the City of Tshwane to acquire Portion 10 of the farm Atteridgeville 744 JR (“the property”) and simultaneously also purchased the development rights on the property from Terre Investments No 8 (Pty) Ltd subject to certain suspensive conditions. The acquisition of the property and of the development rights will jointly be referred to hereinafter as “the acquisition”. The suspensive conditions have now been fulfilled and transfer of the property will be effected shortly. 2. RATIONALE FOR THE ACQUISITION The property was acquired by Groundbase with a view to build and sell affordable housing. 3. DESCRIPTION OF THE PROPERTY The property is 24.8590 hectares in size and is situated in Atteridgeville, Tshwane. 4. TERMS AND CONDITIONS OF THE ACQUISITION 4.1 The property was acquired at a purchase price of R 1 500 000 (excluding VAT) and the development rights at a price of R10 300 000 (excluding VAT). 4.2 The acquisition was subject to the following conditions which have now been fulfilled: 4.2.1 Obtaining of a loan by Groundbase; 4.2.2 Obtaining of a favourable geotechnical report on the property; 4.2.3 Agreement with the City of Tshwane regarding the provision of internal and external services; 4.2.4 Obtaining a favourable record of decision from the Gauteng Department of Agriculture and Rural Development. 5. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION The unaudited pro forma financial effects set out below are provided for illustrative purposes only to provide information about how the acquisition may have impacted on RBA’s results and financial position. The pro forma financial effects have been prepared in accordance with International Financial Reporting Standards. Due to the nature of the unaudited pro forma financial information, it may not give a fair presentation of the company’s results and financial position after the acquisition. The unaudited pro forma financial effects are based on the unaudited financial information of RBA for the 6 month period ended 30 June 2012. The directors of RBA are responsible for the preparation of the unaudited pro forma financial effects. Before the Pro forma After the acquisition acquisition unaudited unaudited 30 June 2012 30 June 2012 Change Earnings per share (cents) 0.13 0.04 -69% Headline earnings per share (cents) 0.44 0.35 -20% Net asset value per share (cents) 16.21 16.21 0% Net tangible asset value per share (cents) 14.44 14.44 0% Weighted average shares in issue 369 360 312 369 360 312 Number of shares in issue at period end 429 976 189 429 976 189 Notes: (1) For the purpose of calculating the earnings and headline earnings per share, it is assumed that the acquisition was implemented on 1 January 2012. The effect of the net interest expense that would have potentially been incurred during the period 1 January 2012 to 30 June 2012 is R327 000. For the purpose of calculating the net asset value and the net tangible asset value per share, it is assumed that the acquisition was implemented on 30 June 2012. (2) The "Before the acquisition" column has been extracted without adjustment, from the unaudited interim results of RBA for the period ended 30 June 2012. 6. CATEGORISATION OF THE ACQUISITION The acquisition is categorised, in terms of the JSE Limited’s Listings Requirements, as a Category 2 transaction and does not require shareholders’ approval. 1 November 2012 Johannesburg Designated Adviser Exchange Sponsors Date: 01/11/2012 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.